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Founder Shareholder Agreement
"I need a Founder Shareholder Agreement for my Berlin-based AI software startup with three technical co-founders holding different share percentages (50%, 30%, 20%), including vesting provisions and preparing for a Series A investment round planned for March 2025."
1. Parties: Identification of all founding shareholders and the company
2. Background: Context of the agreement, including company formation details and purpose
3. Definitions: Definitions of key terms used throughout the agreement
4. Share Capital and Shareholdings: Details of initial share capital, allocation among founders, and share classes
5. Management and Decision Making: Governance structure, management rights, and decision-making processes
6. Shareholders' Meetings: Procedures for calling and conducting shareholders' meetings, voting rights
7. Transfer Restrictions: Limitations on share transfers and process for permitted transfers
8. Tag-Along and Drag-Along Rights: Rights of shareholders to join in or be forced to join in share sales
9. Anti-Dilution Protection: Mechanisms to protect shareholders from dilution in future funding rounds
10. Founder Commitments: Obligations of founders including time commitment and role specifications
11. Confidentiality: Obligations regarding company and business confidential information
12. Dividend Policy: Framework for profit distribution and dividend declarations
13. Exit Provisions: Procedures and rights relating to company sale or IPO
14. Deadlock Resolution: Mechanisms for resolving fundamental disagreements between shareholders
15. Term and Termination: Duration of the agreement and circumstances for termination
16. General Provisions: Standard legal provisions including governing law, notices, and amendments
1. Intellectual Property Rights: Detailed provisions regarding IP ownership and transfer - include when founders are bringing existing IP or developing new IP
2. Non-Compete and Non-Solicitation: Restrictions on competitive activities - include when founders have other business interests
3. Founder Vesting: Vesting schedule for founder shares - include for startups seeking venture capital
4. Key Performance Indicators: Specific performance metrics for founder-executives - include when founders have executive roles
5. Employee Stock Option Pool: Structure and management of ESOP - include when planning employee incentivization
6. Advisory Board: Constitution and powers of advisory board - include when planning for external advisors
7. Founder Loans: Terms of any founder financing - include when founders are providing loans to the company
8. Special Voting Rights: Additional voting rights for specific matters - include when certain founders need extra protection
1. Capital Structure Table: Detailed breakdown of shareholdings and share classes
2. Business Plan: Initial business plan and financial projections
3. Founders' Details: Personal information and contact details of all founders
4. Reserved Matters: List of decisions requiring special majority or unanimous consent
5. Company IP Portfolio: List of company's intellectual property assets
6. Form of Deed of Adherence: Template for new shareholders joining the agreement
7. Agreed Form Documents: Standard forms for share transfers and other regular transactions
8. Articles of Association: Company's constitutional document aligned with the agreement
Authors
Articles of Association (Gesellschaftsvertrag)
Bad Leaver
Board of Directors (Geschäftsführung)
Business Day
Business Plan
Company (Gesellschaft)
Competing Business
Confidential Information
Control
Deed of Adherence
Drag-Along Notice
Drag-Along Right
Encumbrance
Exit Event
Fair Market Value
Financial Year
Founder Shares
Founders
Good Leaver
Group
Initial Business
Intellectual Property Rights
IPO
Material Contract
New Securities
Ordinary Resolution
Original Shareholders
Parties
Permitted Transfer
Pre-emption Rights
Qualified IPO
Reserved Matters
Share Capital (Stammkapital)
Shareholder Resolution (Gesellschafterbeschluss)
Shareholders' Meeting (Gesellschafterversammlung)
Shares
Special Resolution
Subsidiary
Tag-Along Notice
Tag-Along Right
Transfer
Vesting Period
Voting Rights
Share Capital and Shareholdings
Share Transfer Restrictions
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Anti-dilution Protection
Share Vesting
Management and Governance
Shareholders' Meetings
Reserved Matters
Information Rights
Dividend Policy
Founder Commitments
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property
Deadlock Resolution
Exit Provisions
Good Leaver/Bad Leaver
Warranties and Representations
Default
Termination
Dispute Resolution
Governing Law
Assignment
Severability
Entire Agreement
Notices
Amendment
Costs
Technology
E-commerce
Financial Services
Healthcare
Manufacturing
Software Development
Professional Services
Media and Entertainment
Biotechnology
Clean Technology
Retail
Education Technology
Real Estate
Consumer Goods
Artificial Intelligence
Legal
Executive Leadership
Corporate Governance
Finance
Business Development
Board of Directors
Corporate Affairs
Compliance
Investment Relations
Chief Executive Officer
Managing Director
Founder
Co-founder
Chief Financial Officer
Chief Technology Officer
Chief Operating Officer
General Counsel
Legal Counsel
Corporate Secretary
Business Development Director
Startup Advisor
Investment Manager
Corporate Lawyer
Company Director
Board Member
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Co Founder Separation Agreement
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Co Founder Exit Agreement
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Founder Shareholder Agreement
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